STANDARD TERMS AND CONDITIONS (STC’s)
1.
GENERAL
All goods and/or services supplied to VM, SA (Vodacom or “the Customer”) by
the Supplier shall be made and supplied on the following terms and conditions
only. These conditions shall take precedence over any terms and conditions
which may be contained in the Supplier’s acceptance of order, or other Supplier
documentation, with the exception of specific agreements entered into between
the parties, intended to be read as Master Agreements, and may only be altered
with the express written agreement of the Customer. Any conflicting statements
in any acceptance of order or other documentation issued by the Supplier shall
be null and void, unless such special terms have been expressly agreed to in
writing by the Customer.
2.
ORDER AND SUPPLY
The Supplier shall supply to the Customer the goods and/or the services as listed
on the Customer’s purchase order (“PO”) as well as the quantities thereof.
3.
THE PRICE
The prices for the goods and/or services shall be those as listed on the POs. The
aforesaid prices shall remain fixed. Any price increases shall require the
Customer’s prior written consent. Goods and/or services ordered before an
agreed price increase shall be charged at the then prevailing price prior to such
increase. The price of the goods and/or services includes all packing, storage
and delivery costs.
4.
TERMS AND PAYMENT
4.1. Unless otherwise specified in the relevant PO, all payments shall be made
to the Supplier within thirty (30) days of receipt of statement or invoice,
whichever is the later, by the Customer. No purchase price for goods or
services ordered by the Customer shall be paid by the Customer unless
an official PO has been issued by the Customer to the Supplier in
response to any quotations, pro-forma invoices or cost estimates which
may have been submitted. All invoices shall be accompanied by the
relevant order number and supporting documentation including proof of
delivery, all marked to the attention of Customer as detailed in 4.2 below.
4.2. All invoices and related documents shall identify the Customer as follows:
VM, SA
NUIT 400111200
Address: Rua dos Desportistas, nº649, Maputo – Mozambique.
4.3. The Supplier shall only be paid by Customer for goods and services
performed in jurisdiction where the Supplier is located, by wire transfer or
other traceable instrument to a bank account in the Supplier’s name.
5.
DELIVERY
5.1. The goods and/or services shall be delivered by the Supplier to the
Customer as per the INCOTERMS stated on the PO and delivery shall be
presumed until the contrary is proved to have been effected when the
goods and/or services are offloaded at the Customer's designated site(s)
and a delivery note has been signed by the Customer. Provided that the
carrier has been nominated by the Customer, delivery shall be presumed,
until the contrary is proved, to have taken place at the time that the goods
and/or services are handed to the nominated carrier and a delivery note
has been signed by the carrier.
5.2. Subject to clause 6.3 below, all risk in and to the goods and/or services
shall pass to the Customer upon delivery at the designated sites.
5.3. When delivery of the goods and/or services is spread over a period, which
has been agreed by the Customer, each separate delivery thereof shall be
invoiced when dispatched or delivered, whichever is the later. Each
invoice shall be treated as a separate account and shall be payable in
terms of clause 4. The Supplier shall only deliver to the Customer goods
and/or services which have in fact been ordered by the Customer and in
respect of which order an official purchase order number has been issued
by the Customer.
5.4. Where there is a shortage in any goods and/or services delivered to the
Customer or where the goods and/or services so delivered are delivered
in a damaged/faulty condition or where the quality of the goods and/or
services is not to the Customer’s satisfaction, the Customer shall give
written notice to the Supplier. In the event that the goods and/or services
are not replaced within 5 (five) working days of the aforesaid notification,
the Customer shall be entitled to deduct the purchase price pertaining to
those goods and/or services from the purchase order price. Should the
Customer fail to give such notice, the Customer shall have no claim in
respect of any alleged shortages or damage and the goods and/or
services shall be presumed to have been delivered in a complete and
undamaged state unless proved otherwise,
5.5. The Supplier shall deliver the ordered goods and/or services to the
designated site(s), within the lead time indicated on the Proforma Invoice
and/or Quotation.
5.6. Where the Supplier is unable to effect delivery within the lead time
indicated on the Proforma Invoice and/or Quotation, prior arrangements
shall be made with the Customer's Procurement Division, failing which the
Customer shall be entitled to cancel the relevant purchase order, provided
that such cancellation is in writing.
5.7. Any extension of time granted by the Customer in respect of the time
period for delivery of the goods and/or services shall be reduced to writing
and signed by the Customer.
6.
QUALITY AND AVAILABILITY OF GOODS
The Supplier shall –
6.1. in the absence of a specification or sample, ensure that all goods and/or
services supplied shall be supplied to normal industry standards,
6.2. ensure that it provides to the Customer goods and/or services of the
highest standard of quality and service; and
6.3. at all times give full commitment to the requests and needs of the
Customer; and
6.4. ensure the availability of goods and/or services for delivery.
7.
7.1.
LIABILITY
The Customer shall not be liable to the Supplier for any loss, cost and/or
damages including, but not limited to, direct and/or consequential loss,
arising from this agreement. This exclusion of liability shall relate to claims
of breach of contract as well as for alleged negligence on the part of the
Customer.
7.2. The Supplier indemnifies and shall keep the Customer indemnified against
any claims that may be made against the Customer by any third party in
connection with the goods and/or services, whether such claims are in
respect of damage to property, consequential loss, personal injury or
death.
8.
OWNERSHIP AND BENEFIT
Ownership and benefit in the goods and/or services shall be passed to the
Customer on delivery thereof provided that in the event of an incorrect delivery of
goods and/or a delivery of goods and/or services contemplated in clause 5.4
above, ownership shall remain in and vest with the Supplier.
9.
CORRUPTION TERRORISM AND MONEY LAUNDERING
The Supplier shall comply with all applicable laws relating to the combating of
corruption, money laundering and terrorism (“CMT laws”). Consequently; if
Vodacom has reasonable apprehension, held in good faith, that an act prohibited
under these laws has occurred either directly or indirectly by the Supplier, then
the Supplier shall cooperate in good faith with Vodacom in determining whether
such a violation occurred; if Vodacom in good faith determined that the Supplier
has failed to meet the requirements set out above or has violated any CMT laws,
the Supplier shall be deemed to be in breach of these terms and conditions.
10.
CODE OF ETHICAL PURCHASING
10.1. The Supplier shall become fully acquainted and comply with Vodacom’s
Code of Ethical Purchasing which terms and conditions available on
www.vm.cm.mz/en/Individual/The-Company.
10.2. It is hereby understood by both parties that by signing this contract the
Supplier is fully aware and agrees with the terms of the Code of Ethical
Purchasing as contained in the link above.
10.3. In case the Supplier prefers to have a physical copy of the Code of Ethical
Purchasing, the Client undertakes to provide same upon request.
11.
HEALTH AND SAFETY
11.1. The Supplier shall adhere to the Customer’s Occupational Health and
Safety
procedures
and
guidelines
as
published
in
www.vm.co.mz/en/Individual/The-Company.
11.2. It is hereby understood by both parties that by signing this contract the
Supplier is fully aware and agrees with the terms of the Occupational
Health and Safety as contained in the link above.
11.3. In case the Supplier prefers to have a physical copy of the Occupational
Health and Safety, the Client undertakes to provide same upon request.
12.
ASSIGNMENT AND SUB-CONTRACTING
The Supplier party shall not be entitled to transfer or assign, partially or entirely,
any of its rights or obligations under this agreement to a third party without the
prior written consent of the Customer, which consent shall not be unreasonably
withheld.
13.
COPIES OF SUB-CONTRACTS
In the event that the Customer has consented in writing to the placing of
subcontracts by the Supplier, a copy of each of such sub-contract shall be sent
by the Supplier to the Customer immediately upon signing and prior to the
delivery of any goods and/or services by the sub-contractor. In the case of subcontracting, the Supplier shall at all times be and remain principal and shall be
and remain fully responsible and liable for all its obligations arising from this
agreement and the Customer’s purchase orders.
14.
WARRANTY AND INDEMNITY
14.1. The Supplier shall as soon as reasonably practicable, repair or replace all
goods and/or services without any additional cost to the Customer which
are or become defective during the period of 12 (twelve) months or any
other longer periods so agreed between the parties from delivery, or if
appropriate putting into service, whichever is the later, where such defects
occur under proper usage and are due to faulty design, the Supplier’s
erroneous instructions as to use or erroneous use data, or faulty materials
or workmanship, or any other breach of Supplier’s warranties, expressed
or implied, statutory or otherwise. Repairs and replacements shall
themselves be subject to the foregoing obligations for a period of 12
(twelve) months from the date of delivery, reinstallation or passing of tests
(if any) whichever is appropriate after repair or replacement. The Supplier
shall remedy at no charge to the Customer any defects in services that
were not due to the Customer that appear within 12 (twelve) months from
the completion of the services. Neither the above nor anything contained
in this agreement shall limit or impair any statutory or any other rights that
the Customer may have.
14.2. The Supplier indemnifies and shall keep the Customer indemnified against
all losses liabilities, claims, costs and expenses that may result from loss
of or damage to any property, or injury to or the death of any person that
may arise out of any act or omission or negligence of the Supplier in
connection with the purchase order.
14.3. Goods and/or services submitted by the Customer to the Supplier for
servicing or repair shall be at the Supplier’s sole risk in regard to any loss
or damage or personal injury.
15.
CONFIDENTIALITY
The Supplier undertakes that it and the Supplier’s personnel, agents and
subcontractors will fully respect the confidentiality of the Customer’s internal
business affairs. The Supplier hereby undertakes to treat as confidential all
information obtained from the Customer or communicated to the Supplier
pursuant to this agreement (or through discussions or negotiations prior to the
relevant purchase order being placed) or acquired in the performance of the
purchase order, and will not divulge such information to any person (except to its
own employees and then only to employees who need to know the same) and
will use such information solely in connection with performing its obligations
under this agreement and not for its own benefit or for the benefit of any third
party, provided that this clause shall not extend to information:a)
which is rightfully in its possession prior to the commencement of the
negotiations resulting in the issue of a purchase order; or
b)
which is already public knowledge or becomes so at a future date (other
than as a result of breach of this clause); or
c)
which is communicated or disclosed to the Supplier by a third party
lawfully in possession thereof and entitled so to disclose it .
16.
BREACH
In the event of the Supplier on the one hand or the Customer on the other
(hereinafter referred to as “the defaulting party”) committing a breach of any of
the provisions of this agreement, then the party which is not so in breach
(hereinafter referred to as “the aggrieved party”) shall be entitled to give the
defaulting party written notice to remedy the breach. If the defaulting party fails to
comply with that notice within 7 (seven) days of receipt thereof the aggrieved
party shall be entitled to cancel this agreement or to claim specific performance,
in either event without prejudice to the aggrieved party’s rights to claim damages.
The aforesaid is without prejudice to such other rights as the aggrieved party
may have at law.
17.
SUSPENSION OR CANCELLATION OF DELIVERY
The Customer reserves the right to suspend, delay or cancel the issued
purchase order(s) of some or all of the goods and/or services if:
17.1. the Supplier is insolvent or is unable to pay its debts, or seeks to effect
any compromise with any of its creditors or compound any of its debts; or
17.2. the Supplier is placed under an order of sequestration, judicial
management or liquidation, whether such order be provisional or final; or
17.3. the Supplier is the subject of any resolution passed to enable it to be
wound-up or dissolved; or
17.4. any judgment is given against the Supplier in any court of law and, if
appealable, is not appealed against within the period allowed for the
lodging of such an appeal or if not subject to an appeal, remains
unsatisfied for a period of 10 (ten) days; or
17.5. the Supplier is in breach of any of its obligations to the Customer. No
suspension, delay or cancellation as a result of any of the aforegoing
events shall affect any other right which the Customer may have against
the Supplier in terms of this agreement or at law.
18.
GOVERNING LAW AND ARBITRATION
These terms and conditions shall be governed by and construed and interpreted
in accordance with the laws of the Republic of Mozambique. All litigation arising
out of the present contract will be definitively resolved in accordance with the
Rules of Arbitration of the Centre of Arbitration conciliation and Mediation
(CACM), in Maputo, Mozambique.
19.
DOMICILIUM AND NOTICES
19.1. The parties choose domicilium citandi et executandi (“domicilium”) for the
purposes of the giving of any notice, the serving of any process, the
payment of any monies and for any other purpose arising from this
agreement, as follows:
19.1.1. The Customer – Rua dos Desportistas, No.649, Maputo,
Mozambique
19.1.2. The Supplier - Registered head office or the place of business.
20.
GENERAL CONDITIONS
20.1. Subject to clause 20.1 below, this agreement constitutes the sole
agreement between the parties and shall supersede all other agreements
and/or representations whether written, oral and/or implied between the
parties.
20.2. No addition to, variation, or agreed cancellation of this agreement shall be
of any force or effect unless in writing and signed by or on behalf of the
parties.
20.3. No indulgence which either party (“the grantor”) may grant to the other
(“the grantee”) shall constitute a waiver of any of the rights of the grantor,
who shall not thereby be precluded from exercising any rights against the
grantee which may have arisen in the past or which might arise in the
future.
20.4. Nothing in this agreement shall constitute a partnership, joint venture,
agency or employment between the parties hereto, and neither party shall
have the authority or power to bind, or contract in the name of, or to create
a liability against, the other in any way for any purpose.
21.
SPECIAL TERMS AND CONDITIONS
21.1. In the event of a conflict between the terms and conditions as set out in
this agreement and a valid existing/valid future contract duly concluded
between the parties (“the contract”) to the extent that they cannot be
reconciled, then the terms and conditions as set out in the contract shall
prevail.
21.2. It is the Suppliers responsibility to ensure that the invoice is a valid tax
invoice which must comply with the VAT Act and the Companies Act.
21.3. All supporting documentation must be delivered to the Vodacom Finance
Department together with the invoice in order for payment to be effected.
Supplier Name: ___________________________________________________
The Customer: VM, SA____________________________________________
Signature: _______________________________________________________
Signature: _____________________________________________________
Date:
Date: ___________________
___________________